Free Employment Contract Template

POSITION AND DUTIES

The Employer hereby employs the Employee in the position of Vice President of Engineering in the Engineering department. The Employee shall report to Chief Technology Officer and shall perform all duties and responsibilities customary to this position, as well as any additional duties reasonably assigned by the Employer. The primary work location shall be 500 Innovation Drive, San Francisco, CA.

Primary Duties: Lead and manage the engineering department. Oversee all software development, infrastructure, and technical operations. Define technical strategy and roadmap. Recruit, mentor, and retain top engineering talent. Report directly to the CTO on project milestones and team performance.

COMPENSATION

The Employer shall pay the Employee a base compensation of 185,000.00 USD per annum, payable on a bi-weekly basis, subject to all applicable withholdings and deductions required by law. The Employee is classified as Exempt under the Fair Labor Standards Act (FLSA) and is not eligible for overtime compensation. The Employer reserves the right to adjust compensation from time to time at its sole discretion, provided that such adjustment does not reduce compensation below the amount stated herein without the Employee's written consent. Classification of the Employee as exempt or non-exempt shall be determined under the Fair Labor Standards Act, 29 U.S.C. Sections 201 et seq., and the exemption tests set forth in 29 C.F.R. Part 541 (executive, administrative, professional, outside sales, and computer-employee duties tests). The Employer shall comply with the Equal Pay Act, 29 U.S.C. Section 206(d), and all applicable state wage transparency laws, including California SB 1162 (Cal. Labor Section 432.3), New York Labor Law Section 194-b, Washington SB 5761, and the Colorado Equal Pay for Equal Work Act.

WORK AUTHORIZATION AND TAX WITHHOLDING

On or before the first day of employment, the Employee shall complete USCIS Form I-9 (Employment Eligibility Verification) and present acceptable documents establishing identity and authorization to work in the United States, as required under the Immigration Reform and Control Act, 8 U.S.C. Section 1324a, and 8 C.F.R. Section 274a. The Employee shall also complete IRS Form W-4 (Employee's Withholding Certificate) in accordance with Internal Revenue Code Section 3402. The Employer shall withhold all applicable federal, state, and local income taxes, Social Security (FICA) under IRC Section 3101, and Medicare contributions, and shall report wages on IRS Form W-2 annually.

TERM OF EMPLOYMENT

This Agreement shall commence on April 1, 2026 and shall continue on an at-will basis, meaning either Party may terminate this Agreement at any time, with or without cause or advance notice, subject to the terms and conditions set forth herein.

EQUAL EMPLOYMENT OPPORTUNITY AND PROTECTED LEAVE

The Employer is an equal-opportunity employer and complies with all applicable federal, state, and local anti-discrimination laws, including: Title VII of the Civil Rights Act of 1964, 42 U.S.C. Sections 2000e-2 (race, color, religion, sex, national origin); the Age Discrimination in Employment Act, 29 U.S.C. Sections 621 et seq. (age 40+); the Americans with Disabilities Act, 42 U.S.C. Section 12112 (disability); the Genetic Information Nondiscrimination Act, 42 U.S.C. Sections 2000ff et seq.; the Pregnant Workers Fairness Act, 42 U.S.C. Section 2000gg; and the Uniformed Services Employment and Reemployment Rights Act, 38 U.S.C. Sections 4301 to 4335. The Employee is entitled to protected leave under the Family and Medical Leave Act, 29 U.S.C. Sections 2601 et seq., to the extent eligible. Nothing in this Agreement shall be construed to waive or limit the Employee's rights under Section 7 of the National Labor Relations Act, 29 U.S.C. Section 157, to engage in concerted activity for mutual aid or protection.

BENEFITS AND LEAVE

The Employee shall be eligible to participate in the following benefits, subject to the terms and conditions of each respective plan:

Insurance and Retirement:
• Health insurance coverage (medical) in accordance with the Employer's group health plan, subject to eligibility requirements and waiting periods as specified in the plan documents
• Dental and vision insurance coverage under the Employer's group plan
• 401(k) retirement plan participation with an Employer matching contribution of up to 4% of the Employee's eligible contributions, subject to plan terms and vesting schedule

Paid Leave:
• 25 days of paid time off (PTO) per calendar year, accruing on a pro-rata basis
• 10 paid sick days per calendar year
• 11 paid holidays per calendar year as designated by the Employer

Additional Benefits:
Stock options (10,000 shares, 4-year vesting with 1-year cliff), annual performance bonus up to 20% of base salary, professional development budget, commuter benefits

The Employer reserves the right to modify, amend, or terminate any benefit plan or program at any time, in its sole discretion, subject to applicable law.

NON-COMPETE

During the term of employment and for a period of 2 years following the termination of employment for any reason, the Employee shall not, directly or indirectly, engage in, own, manage, operate, consult for, or be employed by any business that competes with the Employer's business within the following geographic area: State of California and any state where Employer conducts business. This restriction applies to any business, venture, or activity that is substantially similar to or competitive with the products, services, or activities of the Employer. The Employee acknowledges that this covenant is reasonable in scope, duration, and geographic limitation, and is necessary to protect the Employer's legitimate business interests. State-Law Carve-Outs: This covenant shall not apply to the extent prohibited by applicable state law, including California Business and Professions Code Section 16600 (which voids most employee non-competes), Oklahoma 15 O.S. Section 219A, and North Dakota Century Code Section 9-08-06. The Parties further acknowledge the Federal Trade Commission rule at 16 C.F.R. Part 910 restricting non-compete clauses, to the extent in effect. Nothing in this Section limits the Employee's rights under Section 7 of the National Labor Relations Act, 29 U.S.C. Section 157.

NON-SOLICITATION

During the term of employment and for a period of 2 years following the termination of employment for any reason, the Employee shall not, directly or indirectly: (a) solicit, recruit, or encourage any employee, contractor, or consultant of the Employer to leave the Employer's service; or (b) solicit, divert, or take away any client, customer, or business relationship of the Employer with whom the Employee had contact or about whom the Employee obtained confidential information during the course of employment.

CONFIDENTIALITY AND INTELLECTUAL PROPERTY

The Employee acknowledges that during the course of employment, the Employee will have access to and become acquainted with Confidential Information belonging to the Employer. "Confidential Information" includes, but is not limited to, trade secrets, proprietary data, customer lists, business strategies, financial information, technical specifications, software code, marketing plans, and any other information not generally known to the public. The Employee agrees to hold all Confidential Information in strict confidence and not to disclose, publish, or otherwise disseminate any Confidential Information to any third party, except as required in the performance of duties or as authorized in writing by the Employer. This obligation shall survive the termination of this Agreement indefinitely. Trade secrets shall be protected under the Defend Trade Secrets Act of 2016, 18 U.S.C. Section 1836, and applicable state trade secret law.

DTSA Whistleblower Notice (18 U.S.C. Section 1833(b)): Notwithstanding any provision of this Agreement, the Employee shall not be held criminally or civilly liable under any federal or state trade-secret law for the disclosure of a trade secret that: (i) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An employee who files a lawsuit for retaliation by the Employer for reporting a suspected violation of law may disclose the trade secret to the employee's attorney and use the trade-secret information in the court proceeding, provided the employee files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court order.

Intellectual Property Assignment: The Employee agrees that all inventions, discoveries, improvements, works of authorship, designs, formulae, algorithms, software programs, and other intellectual property (collectively, "Work Product") conceived, developed, or created by the Employee, either solely or jointly with others, during the term of employment and within the scope of employment or using the Employer's resources, shall be the sole and exclusive property of the Employer. The Employee hereby assigns to the Employer all right, title, and interest in and to such Work Product, including all patents, copyrights, trademarks, and other intellectual property rights therein, in accordance with 17 U.S.C. Section 204(a) (copyright assignment in writing) and 35 U.S.C. Section 261 (patent assignment in writing).

Prior-Invention and State Carve-Out: This assignment shall not apply to any invention that qualifies fully under California Labor Code Section 2870 (and parallel state statutes, including Delaware 19 Del. C. Section 805, Illinois 765 ILCS 1060/2, Kansas K.S.A. Section 44-130, Minnesota Minn. Stat. Section 181.78, North Carolina N.C. Gen. Stat. Section 66-57.1, Utah Utah Code Section 34-39-3, and Washington RCW 49.44.140), meaning inventions developed entirely on the Employee's own time without using Employer equipment, supplies, facilities, or trade-secret information, that do not relate to the Employer's business or actual or demonstrably anticipated research, and that do not result from any work performed for the Employer.

Work-for-Hire: To the extent permitted by law, all Work Product created by the Employee in the course of employment shall be considered "works made for hire" as defined under the United States Copyright Act, 17 U.S.C. Section 101. To the extent any Work Product does not qualify as a work made for hire, the Employee hereby irrevocably assigns all rights in such Work Product to the Employer pursuant to 17 U.S.C. Section 204(a).

TERMINATION

This employment is at-will. Either Party may terminate this Agreement at any time, with or without cause. Either Party desiring to terminate this Agreement shall provide the other Party with two (2) weeks' written notice prior to the effective date of termination.

Termination for Cause: The Employer may terminate this Agreement immediately without prior notice for "Cause," which shall include but not be limited to: (a) material breach of this Agreement; (b) willful misconduct or gross negligence in the performance of duties; (c) conviction of, or plea of guilty or nolo contendere to, a felony or any crime involving moral turpitude; (d) fraud, dishonesty, or misappropriation of Employer property; (e) violation of Employer policies after written notice and reasonable opportunity to cure; (f) chronic absenteeism or substance abuse affecting job performance.

Additional termination-for-cause conditions: Unauthorized disclosure of trade secrets, material violation of company code of conduct, repeated failure to meet performance objectives after documented performance improvement plan

SEVERANCE

In the event of termination without Cause by the Employer, the Employee shall be entitled to severance compensation as follows: 4 weeks of base salary per year of service, calculated based on the Employee's base compensation at the time of termination. Payment of severance shall be contingent upon the Employee executing a general release of claims in a form acceptable to the Employer. Severance payments shall be made in accordance with the Employer's standard payroll schedule, less all applicable withholdings and deductions.

PROBATIONARY PERIOD

The Employee shall be subject to a probationary period of ninety (90) (90) days commencing on the start date of employment. During this probationary period, the Employer shall evaluate the Employee's performance, suitability, and compatibility with the position and the organization. Either Party may terminate this Agreement during the probationary period with or without cause and without the notice period otherwise required under this Agreement. Upon successful completion of the probationary period, the Employee shall be considered a regular employee subject to the full terms and conditions of this Agreement.

DISPUTE RESOLUTION

Any dispute, controversy, or claim arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Employment Arbitration Rules, governed by the Federal Arbitration Act, 9 U.S.C. Sections 1 et seq. The arbitration shall be conducted in California before a single arbitrator. The decision of the arbitrator shall be final and binding upon both Parties and may be entered as a judgment in any court of competent jurisdiction. Each Party shall bear its own costs and attorneys' fees unless the arbitrator determines otherwise. Statutory Arbitration Carve-Out: Notwithstanding the foregoing, pursuant to the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021, 9 U.S.C. Section 402, the Employee may elect, at the Employee's sole option, to bring any claim involving alleged sexual assault or sexual harassment in court rather than in arbitration, and any pre-dispute agreement to arbitrate such claims is unenforceable as to the Employee. Claims for which arbitration is prohibited or limited by federal law (including whistleblower claims protected by SEC Rule 21F-17, 17 C.F.R. Section 240.21F-17) shall not be subject to this clause.

ADDITIONAL PROVISIONS

Employee shall be eligible for a one-time signing bonus of $25,000, payable within 30 days of start date. In the event Employee voluntarily resigns within 12 months, the signing bonus must be repaid in full. Employee agrees to relocate to the San Francisco Bay Area within 60 days of start date, with relocation expenses up to $15,000 covered by Employer.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties and supersedes all prior negotiations, representations, warranties, commitments, offers, contracts, and writings, whether written or oral, relating to the subject matter hereof. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless made in writing and signed by both Parties. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.